Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-006
Announcement on the expected continuous related party transactions with the related party Shunde rural commercial bank in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Dymatic Chemicals Inc(002054) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the expected continuous connected transaction with the related party Shunde rural commercial bank in 2022 at the 13th meeting of the seventh board of directors held on Friday, February 25, 2022. The proposal was adopted with 8 affirmative votes, 0 negative votes and 0 abstention votes, and the related director Huang Guanxiong withdrew from voting.
The total amount of continuous connected transactions between the company and its holding subsidiaries and the related party Guangdong Shunde Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Shunde rural commercial bank”) in 2022 is expected to be no more than 4.05 million yuan.
This transaction is a connected transaction. Within the approval authority of the board of directors, it does not need to be submitted to the general meeting of shareholders for approval. It does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and it does not need to be approved by relevant departments.
The announcement on the resolution of the 13th meeting of the seventh board of directors (2022-004) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
1、 Basic information of related party transactions
(I) overview of related party transactions
The company and its holding subsidiaries have opened bank accounts in Shunde rural commercial bank and incurred deposit and loan business, cash management and other businesses. It is expected that the cumulative limit in 2022 will not exceed 4.05 million yuan. The actual total amount of similar transactions in 2021 was 6.8154 million yuan.
(II) category and amount of estimated related party transactions (Unaudited amount)
Estimated amount of related party transactions in the current year as of the disclosure date of the principle amount (10000 yuan) of the content price of related party transactions of easy category related parties in the previous year (10000 yuan)
Interest income from savings business
The market price of income generated by income and cash management is 200.00 0.00 253.16 Guangdong shundeyi (mainly for the purchase of Principal Guaranteed banks)
Capital enables rural commercial structured financial products)
The interest generated by the bank’s share loan business is used to pay the market price of 200.00 38.31 423.84 Co., Ltd
Service charges arising from other businesses market pricing 5.00 0.40 4.54 expenditure
Total / market price 405.00 38.71 681.54
(III) actual occurrence of daily connected transactions in the previous year (Unaudited amount)
Related party transactions the actual amount of the actual amount of the estimated amount of the actual amount of the related party transactions, the disclosure date of the actual amount and the amount of the category of others (10000 shares of the index of similar businesses and estimated amount)
(10000 yuan) proportion (%) difference (%)
Savings business
Interest income generated, Income generated by Shunde Nong Guangdong, a related party of the and cash management office in 2021 (main 253.16 300.00 55.19% – 15.61% commercial banks are expected to continue Shunde’s structural announcement for rural banks to purchase Principal Guaranteed connected transactions)
Commercial financial products) (2021-007) published the capital use report of the bank on February 27, 2021, 423.84 800.00 14.84% – 47.02% produced by the share loan business Interest expense coupon times of Securities Limited students and cninfo.com
From other businesses (4.54 10.00 5.23% – 54.60% com. CN.)
Out
Total / 681.54 1110.00 20.04% – 38.60%
The actual loan amount applied by the board of directors of the company to Shunde rural commercial bank in 2021 is lower than the expected application amount. Therefore, the interest expenses incurred by the daily connected transaction business of relevant loans and the handling fee expenses incurred by other businesses are less than the expected amount.
As the daily connected transaction limit calculated according to the actual occurrence of the company is based on the upper limit of the possible business of both parties, and the actual amount is determined according to the actual contract amount and implementation progress between the two parties, which has great uncertainty, resulting in the difference between the actual amount and the explanation of the large difference between the expected amount, The actual amount does not exceed the expected amount, which is in line with the actual production and operation of the company and the needs of future development (if applicable).
The main reason why the actual amount of the company’s estimated continuous connected transaction with the related party Shunde rural commercial bank in 2021 is lower than the estimated amount of independent directors of the company is that the actual loan amount applied by the company to Shunde rural commercial bank in 2021 is lower than the expected amount, The interest expense incurred from the daily related transaction of this related loan business and the handling fee expense incurred from other businesses are less than the expected amount. The estimated daily amount of connected transactions between the company prone to actual occurrence and Shunde rural commercial bank is the upper limit of the possible business of both parties. The actual occurrence and estimated amount are determined according to the actual contract amount signed by both parties and the implementation progress, which has great uncertainty. Therefore, if there is a great difference, there is a difference between the actual amount and the estimated amount, The above conditions are in line with the actual production and operation of the company and the requirements for future development (if applicable). The transaction follows the principles of fairness, impartiality and openness, and there are no acts and conditions that harm the interests of the company and all shareholders.
(I) basic information
Guangdong Shunde Rural Commercial Bank Co., Ltd., formerly known as Shunde rural credit cooperative, was established in Shunde, Guangdong in 1952 and successfully restructured into a rural commercial bank on December 23, 2009. Registered address: No. 2, Yongcui Road, daliangdehe neighborhood committee, Shunde District, Foshan City.
At present, the total share capital of Shunde rural commercial bank is 508200427 shares, the legal representative is Yao Zhenyong, and the largest shareholder is Foshan Shunde Chengshun Asset Management Co., Ltd., with a shareholding ratio of 7.41% of the total share capital of Shunde rural commercial bank.
Shunde rural commercial bank’s main business: absorbing local and foreign currency public deposits; Issuing short-term, medium-term and long-term loans in local and foreign currencies; Handle settlement outside China; Handle bill acceptance and discount; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in local and foreign currency interbank borrowing; Engage in bank card business; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Foreign exchange remittance and foreign exchange; Settlement and sale of foreign exchange; Foreign exchange credit investigation, consultation and witness business; Other businesses approved by the banking regulatory authority under the State Council and other relevant regulatory authorities.
Financial indicators of Shunde rural commercial bank year after year:
Unit: 100 million yuan
Financial indicators December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 3625.00 3801.84
Net assets 299.17 312.10
Financial indicators January December 2020 (audited) January September 2021 (Unaudited)
Operating income 62.46 61.59
Net profit 27.37 25.91
(II) relationship with listed companies
Mr. Huang Guanxiong, chairman of the company, is the current non-executive director of Shunde rural commercial bank. According to item (IV) of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shunde rural commercial bank is an affiliated legal person of the company. At present, the company holds 50823949 shares of Shunde rural commercial bank, accounting for 1% of the total share capital of Shunde rural commercial bank.
(III) performance capability analysis
Shunde rural commercial bank is one of the best commercial banks in Shunde, which can provide the company with rich business portfolio and perfect service and network.
(IV) according to the inquiry of the national enterprise credit information publicity system, up to now, Shunde rural commercial bank is not a person subject to dishonesty. 3、 Main contents of related party transactions
(I) main contents of related party transactions
Shunde rural commercial bank provides deposit services, loan services (including discount, guarantee and credit services), settlement services and other businesses that Shunde rural commercial bank can engage in with the approval of China Banking and Insurance Regulatory Commission.
(II) pricing basis of related party transactions
Following the principle of fair and reasonable pricing, the transaction price is based on the market price, and the transaction price is determined by both parties through negotiation.
1. The savings business is calculated according to the agreed deposit interest rate, which is the corresponding benchmark deposit interest rate published by the people’s Bank of China;
2. The loan business is calculated with reference to the benchmark interest rate of the bank’s limited loan in the same period (subject to the actually signed agreement), and the benchmark interest rate of the bank’s limited loan in the same period is the corresponding benchmark interest rate of the loan published by the people’s Bank of China;
3. Other businesses are mainly entrusted loans, which are calculated with reference to the loan interest rate of the bank in the same period (subject to the actually signed agreement). The loan interest rate of the bank in the same period is the corresponding loan benchmark interest rate published by the people’s Bank of China, and the handling fee is charged in accordance with the relevant provisions of the China Banking and Insurance Regulatory Commission.
4、 Purpose of related party transactions and its impact on Listed Companies
The board of Directors believes that the company and its holding subsidiaries carry out deposit and loan business with Shunde rural commercial bank
